CloudOps Summit 2013, Frankfurt, 25.09.2013 Lightning Talk by Andreas Thümmler, Corporate Finance Partners

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“How to Create Value Through Mergers & Acquisitions”
25th September 2013
Case Study

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Decisive Market Leader in Performance-Based Multichannel Commerce
Company Overview (pre Transaction)
ZANOX.de AG (www.zanox.com) is headquartered in Berlin/
Germany and was founded in 2000 by former Management Team
Thomas Hessler, Heiko Rauch and Jens Hewald. The Company has
>200 employees worldwide. Besides subsidiaries in Europe, zanox
has sales offices in Shanghai and in Chicago covering the Asian
and US markets.
zanox XS is the Company’s global solution for efficient product
and service marketing via the Internet, comprising multi channel
sales solutions, partner relationship management solutions,
customer loyalty/ club solutions, search engine marketing/ online
product placement solutions and permission marketing solution
The Company has a pool of >1,000,000 partners in more than 30
countries. Customers (e.g. advertising companies, online-shops)
choose the most appropriate sales partners out of this pool. For
each program, zanox generates 10-100 million PIs per month.
Reference customers of zanox include: Procter & Gamble,
Vodafone, AXA, Citibank, Expedia, Allianz, Lycos, Amazon, Sixt,
DaimlerChrylser, Jamba! and Staples.
Management team 45%
Financial investor 40%
Mgmt of acquired businesses 10%
Others 5%
Total 100%
Shareholder Structure (pre Transaction)
In EUR m 2001 2002 2003 2004 2005 2006 2007e
Gross
Sales
1 3 7 15-20 40-45 >100 >160
EBITDA
margin
5-10% 5-10% 5-10% 5-10% 5-10% 8-12% 10-13%
Key Financials

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Well Established, Attractive Asset in The Online Marketing Sector
Dec 2004 Successful closing of EUR 15 million financing round
Jul 2005 Acquisition of First-Coffee, top three affiliate marketing
player in the French market (geographic expansion)
May 2006 Acquisition of zanoxHispania (geographic expansion; former
franchise of zanox)
Jun 2006 Acquisition of eprofessional GmbH (acquisition of product
know-how and gain access to strong client base; cross selling
potential)
2005-2007 Foundation of several subsidiaries and offices e.g. in
Chicago/ USA, Shanghai/ China, London/ UK, Milan/ Italy and
Amsterdam/ the Netherlands
Aug 2007 Decision to start “Sales Process”
M&A Milestones
Together with Corporate Finance Partners, zanox grew strongly
(organic and inorganic)
Leading Global Infrastructure Provider for Performance based
Multichannel e-Commerce
Highly Motivated Management Team and Skilled Organization
Unrivalled, Award winning Technology and Products
>1,000 Renowned Blue-Chip Customers including Top 10 European e-
Commerce companies
Global Network of > 1,000,000 Direct and Indirect Publishers with
various Websites and Advertising Spaces
Well known brand and position in Europe
Presence at 4 Continents and in 30 Countries
Great Scalability of Business Model
Proven Profitability and Annual Historic Growth of more than 100%
per Year
Strongly Growing e-Commerce and Online Marketing Sector on
European and Global Scale
Excellent Market Position and Attractive Business Model

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Decision to Execute “Triple Track Process” For Optimum Result
…
…
…
1. Sale to strategic Investor
2. Sale to financial Investor (part sale/ part capital increase to consolidate the market)
3. Initial Public Offering

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Feedback From Interested Parties
Strategic Investors Financial Investors IPO
Number of Parties approached: 30
NDAs received/ IM sent: 18
Number of Mgmt.Pres.: 9
Number of LOIs received: 5
Initial Valuations: EUR 140-220 million
Number of Parties approached: 10
NDAs received/ IM sent: 8
Number of Mgmt.Pres.: 4
Number of LOIs received: 3
Initial Valuations: EUR 140-180 million
Number of Parties approached: 11
NDAs received/ IM sent: 11
Number of Pitches: 7
Initial Valuations: EUR 250-350 million
…
Based on the valuations received, shareholders’/ management’s intentions and with regard to uncertain capital market
conditions, the management together with Corporate Finance Partners decided to pursue the 100% sale to a strategic
investor by concurrently pushing the IPO route as an alternative, back-up scenario.
After negotiations with the two most promising parties and increasing valuation to EUR 260-290 million (incl. earn-out),
zanox granted data room access to the two most promising parties.
Prio 1 Prio 3 Prio 2

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Timetable zanox
Aug 2006 Sep 2006 Oct 2006 Nov 2006 Dec 2006 Jan 2007 Feb 2007 Mar 2007 Apr 2007 May 2007 Jun 2007 Jul 2007
Preparation long list/ short list
Due date NDA
Preparation information memorandum
Due date LOI
Preparation teaser documents
(introductory letter, company profile, NDA)
Roll-out to potential investors
Preparation management presentation
Management meetings
Distribution of IM
Negotiation LOIs
Preparation data room
Due diligence
Drafting/ negotiation transaction documents (SPA, Bye-Laws etc.)
Signing of transaction documents
Closing of transaction (Antitrust approval etc.)
Confirmatory Due Diligence
Trade Sale of ZANOX.de AG to
consortium of Axel Springer AG and
PUBLIGroupe AG for EUR 215 million
in cash at closing and additional up
to EUR 80 million via three years
earn-out

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Value Creation zanox
0
50
100
150
200
250
300
350
Q4 2004 Q1 2005 Q2 2005 Q3 2005 Q4 2005 Q1 2006 Q2 2006 Q3 2006 Q4 2006 Q1 2007 Q2 2007 Q3 2007 Q4 2007
EURmillion
July2007
May2006June2006
July2005
December2004
earn-out

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zanox Today
Since the acquisition of zanox by Axel Springer &
PUBLIGroupe, the Company advanced further (through
organic and inorganic growth) as the clear European
Market Leader in Performance Advertising
→ Acquisition of UK-based Digital Window incl.
buy.at (2009/ 2010) and Netherlands-based
M4N (2011)
→ Opening of Offices in Warsaw/ Poland (2008),
Istanbul/ Turkey (2011), Sao Paolo/ Brazil (2011),
Zurich/ Switzerland (2012)
As of today, the Company has offices in 12 countries
worldwide with more than 600 employees
The Company’s network, comprising 4,000 advertisers, generated a gross sales volume of EUR 5bn in 2011
In 2011, the Company’s revenues increased 19.5% compared to 2010 to EUR 439mn, two thirds of revenues are generated
outside German speaking countries
Especially the expansion to emerging markets such as Poland, Turkey and Brazil fosters the Company’s growth
zanox’ Global Locations

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zanox’ Founder Team Today
The founder Team of zanox left the Company
beginning of 2010 to focus on “Globumbus” (founded
by them in 2007), a Silicon Valley and Berlin based
non profit foundation to foster entrepreneurship
As evangelists of entrepreneurship and crowd-
sourcing, they designed global crowdsourcing network
“UFOstart” (a product of Globumbus) connecting
startups and investors in a new way
UFOstart connects startups, entrepreneurs, talents
and investors in a quarterly cycle - experts and
investors evaluate ideas and bid tasks or funds for
equity
It provides immediate feedback from experts and
markets and gives freedom to pivot. The “work for
equity” premise can reduce funding needs in cash
significantly
“We believe passionately in the innovative power of the
entrepreneur, and offer infrastructure to empower anyone with a
great idea to set up, grow and manage a new company in the
fastest and most scalable way.”

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Corporate Finance Partners (“CFP”) provides corporate finance advisory services with focus on
Mergers & Acquisitions and Private Equity & Venture Capital placements
Since inception in Germany in 1998, CFP has successfully executed more than 200 M&A, Private
Equity and Venture Capital transactions in the Internet, media, telecommunications and
technology sectors
CFP is the leading European tech & Internet corporate finance advisor and is synonymous for
expertise and execution in mid-cap cross-border transactions
With its 10 offices on 3 continents CFP is advancing into the top five of global tech M&A firms
As an independent advisory company with no banking or brokerage operations, CFP is free of
conflict of interests and fully focused on optimizing its clients’ processes and results
CFP strives to develop and maintain long-term relationships with its clients offering them
comprehensive, high quality, innovative and customized services to accomplish their current &
future objectives
CFP is a reliable partner providing corporate finance advisory along the clients’ development
over the years
Targets
Acquirers
CFP | Introduction

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International
Presence
Europe: Berlin, Budapest, Frankfurt and Vienna
USA: New York and San Francisco
Asia: Beijing, Hong Kong, Shanghai and Tokyo
Deep Industry
Knowledge
15 years of focused tech M&A advisory
Unique network including senior industry managers, developers and talented entrepreneurs
Global network of financial & strategic investors and advisers
Diverse
Team
50 professionals worldwide
10 nationalities
14 languages
Outstanding
Track Record
Unique sell-side track record achieving matchless high valuations
Strong expertise selecting the most suitable targets and negotiating smart deals
More than 200 executed transactions
50% cross-boarder transactions
CFP | Competitive Advantage

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*Partner Offices
CFP in Germany operates from
two offices:
• Frankfurt,
Germany’s financial center,
• Berlin,
center of gravity for
Internet/ technology in
Europe
CFP’s international offices are
located in New York, San
Francisco, Tokyo, Vienna and
Budapest
In 2012, CFP added partners
and offices in Shanghai,
Beijing and Hong Kong
providing CFP’s clients access
to a strong global advisory
platform
CFP | International Presence
With 10 Offices on 3 Continents, CFP is advancing into the Top 5 of Global Tech M&A Firms

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EuropeanTeam
Andreas Thümmler
Founder & Managing Director
Founder and Managing Director venturecapital.de
UBS Warburg, Rothschild
Degree in computer science & business
administration, European Business School
Daniel Schenk
Managing Director
Lincoln International, Compass Advisers New York,
ING Barings
Degree in economics, ESB Reutlingen/ Ecole
Superieure de Commerce Reims
Berend Yntema
Managing Director
Director at the Central & Eastern European
investment banking boutique EPIC
Expert for corporate finance transactions in Central
& Eastern Europe
Masters in Economics from the University of
Groningen
Kai-Peter Burger
Managing Director
Waterhouse focusing on energy, banking industry
and business valuations
Central & Eastern European Investment boutique
EPIC
Vienna University of Economics and Business
Administration (WU), studied finance at HEC in Paris
Oliver Nemes
Managing Director
Over 15 years of M&A experience in Central &
Eastern Europe
Price Waterhouse (London, Vienna) and EPIC
(Vienna)
Degree in Business Administration, European
Business School London
EuropeanTeam
Klaus Nestler
Managing Director
Worked for more than 10 years with UBS Warburg
Specialized in Corporate Finance and cross-border
M&A transactions
Masters Degree in Economic Sciences
BioConnect
CFP | Senior Management Team

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Michael Mildenberger
Managing Director
Co-Founder and CEO of Wireless Fire LTD
Co-Founder and CEO of aeonware AG
MSc Economics Eberhard Karls University
Giovanni Soleti
Managing Director
Co-founder and board member of aeonware AG
Wireless Fire, the US subsidiary of Wapme Systems
Advisor to Mobzilla
Lan The Hoang
Managing Director
Co-Founder and CEO of Aeria Games &
Entertainment
Founder and President of Asia Commerce Limited,
Director at Japan Internet.com
Attorney at Orrick, Herrington & Sutcliffe LLP
Yusuke Kobayashi
Managing Director
Co-Founder and co-CEO of Aeria Inc
Board member of Aeria Games & Entertainment
(USA)
Board member of Akatsuki Financial Group, Inc
AmericanTeam
AsianTeam
CFP | Senior Management Team (cont.)